150 years of deep-rooted community service.

The company first opened its doors as Portland Savings Bank in Portland, Maine, in 1852. Through a series of mergers, the bank expanded to become Peoples Heritage Bank in 1983. The opportunity for growth throughout New England presented itself again as Peoples Heritage Bank, through several acquisitions, took the name Banknorth.

Meanwhile, Cherry Hill, New Jersey-based Commerce Bank was turning customers into fans as America’s Most Convenient Bank. Founded in 1973, Commerce Bank expanded rapidly over the next 30 years into metro New York and Philadelphia, Washington D.C., and South Florida, winning over customers with WOW! service and convenience.

In 2004, Banknorth caught the eye of TD Bank Group of Toronto, Canada, a top 10 financial services company in North America. TD Bank Group soon became Banknorth’s majority shareholder, and the company became known as TD Banknorth. TD Bank Group completed its purchase of TD Banknorth in 2007.

Looking to expand further in the U.S., TD Bank Group acquired Commerce Bank on March 31, 2008, and the company rebranded as TD Bank, America's Most Convenient Bank. TD Banknorth locations followed suit in September 2009, completing the merger of the two companies and uniting them under the TD Bank brand name.

On September 30, 2010, The South Financial Group, Inc. was acquired by TD Bank Group, and its subsidiary Carolina First Bank merged with TD Bank. Carolina First Bank in North and South Carolina and Mercantile Bank in Florida were rebranded in June 2011.

Today, TD Bank, America’s Most Convenient Bank, remains focused on delivering award-winning customer service and hassle-free products to customers from Maine to Florida.

In order to assure the proper and ethical performance of its business and to maintain the confidence of the public and the customers of TD Bank US Holding Company (the “Company”) and its subsidiaries, we are expected to maintain high standards of honesty, integrity, confidentiality, impartiality and conduct, and to avoid misconduct and conflicts of interest and the appearance of conflicts of interest.

TD Bank Group (“TDBG”) has established and adopted a Code of Conduct and Ethics for Employees and Directors of TDBG (the “TDBG Code”), which applies to every employee and director of TDBG and of all TDBG wholly-owned subsidiaries around the world. The Board of Directors of the Company has established and adopted this U.S. Code of Conduct and Ethics (the “Code”) which sets forth certain specialized rules for business conduct and guidelines in the United States for persons employed by the Company and its subsidiaries and Directors of the Company and its subsidiaries. This Code applies to the Company and all of its banking and non-banking subsidiaries.

This Code supersedes any prior codes or policies and supplements the TDBG Code of Conduct and Ethics. To the extent there are any inconsistencies between this Code and the TDBG Code, this Code shall control. Any violation of this Code or the TDBG Code by any Director or Employee may result in disciplinary action, including discharge.

A written code cannot answer all questions raised in the context of business relationships; therefore, we are expected to recognize and respond to specific situations as they arise. In questionable situations, we are required to discuss the matter with our superiors. Directors should discuss the matter with the Chairman of the Board.

For the Board of Directors of TD Bank US Holding Company
__/s/Bharat Masrani, President & Chief Executive Officer

Date: December 12, 2011

This Code supplements the TDBG Code. For ease of reference, the provisions of this Code are numbered in accordance with the provisions of the TDBG Code that they modify and expand, and each section carries the heading of the corresponding provision in the TDBG Code. To the extent there are any inconsistencies between this Code and the TDBG Code, this Code shall control. Please see Section 7.C Compliance with the Code of Conduct – Other Requirements if you have questions regarding the Code that need clarification.

The TDBG Code makes reference to certain formal TDBG policies in specific areas. We should read all such references to be to the corresponding Company policies, unless the context otherwise indicates.

Definitions
Company: TD Bank US Holding Company and/or all direct and indirect subsidiaries currently existing or hereafter formed or acquired, which employ personnel or have Boards of Directors.

Director; Board(s) of Directors: Includes all members of the Boards of Directors of the Company and its banking and corporate subsidiaries, and also includes any members of the board or managers of any subsidiaries organized as limited liability companies.

Employee: Includes all Employees and Officers of the Company and its banking and non-banking subsidiaries.

Immediate Family: Includes father, mother, spouse, civil union partner, children, siblings and in-laws of a Person. These may be blood, step or adoptive relationships.

Person: Any individual or group of individuals identified in B and C above.

Examples: Certain sections of this Code describe clarifying examples or hypothetical situations that might arise within the context of the section. These are illustrative only and are not intended to limit the scope of the section.

Regulation O: Refers to Regulation O promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time, to implement the lending restrictions set forth in the Federal Reserve Act regarding loans and other extensions of credit made to insiders including executive officers, directors, principal shareholders and any related interest of such persons.

The nature of our business requires careful observance of applicable laws and regulations. We must comply with rules and regulations of federal, state and local governments, and other appropriate regulatory agencies, and provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair accurate, timely, and understandable disclosure in reports and documents.

C. Gifts and Entertainment

1. Permissible Gifts: We may accept any non-cash item of value from customers only if it:
a. Is of nominal* value;
b. Is not intended to influence any decision by us;
c. Is unsolicited;
d. Is infrequent; and
e. Is not a quid pro quo.

Under no circumstances shall we accept cash or any other form of money or cash equivalent, including stored value cards, gift cards of any kind or value, gift certificates, gift vouchers, and coupons with a cash face value, as a gift from any customer.

Gifts which are likely to meet these guidelines are: advertising or promotional materials such as pens, pencils, key rings, calendars and similar items of nominal value.

Additionally, we may accept gifts from individuals who are a relative or a person with whom we share a financial or close personal relationship and the gift is completely unconnected with our role at TD, for such commonly recognized events or occasions as a promotion, wedding, retirement, or religious observance.

Generally, there is no threat of a violation of the Bank Bribery Act (as discussed below) if acceptance of a gift or benefit is based on an Immediate Family or personal relationship, which exists independent of any business with the Company or if the gift or benefit is made available to the general public under the same conditions on which it is made available to us.

If we are offered or receive something of value in excess of the above-stated criteria which we believe may be impermissible under this Code, we must disclose the matter by means of the Approval/Clarification Process and seek a determination that the item of value may be accepted or must be returned. The reviewer will give due consideration to the criteria for permissible gifts and whether receipt poses a threat to the integrity of the Company.

2. Business Gratuities

Payments for travel, lodging, meals and entertainment are normally permissible if they (i) are reasonable in amount; (ii) are expended in the course of a legitimate business meeting or an event intended to foster better business relations; (iii) would be paid by the Company as a business expense if not paid for by the outside source; and (iv) are unsolicited.

If we are offered payments of a type which we believe may be impermissible, we must disclose the matter by means of the Approval/Clarification Process and seek a determination that the offer may be accepted or must be rejected. The reviewer will give due consideration to the criteria for permissible payments and whether receipt poses a threat to the integrity of the Company.

Example: The use of a customer's ski chalet for the weekend is a prohibited business gratuity if the only relationship with the chalet owner is that of banker/customer or where there is no legitimate business discussion held or contemplated. If, however, the customer were also a family member or a close personal friend of ours, the use of the ski chalet would be permitted.

Example: It is not a prohibited business gratuity to accept a vendor's offer to pay lodging and meals for our attendance at a conference sponsored in whole or in part by the vendor so long as our attendance has a business purpose.

G. Irregular Business Conduct

1. Bank Bribery Act Compliance

The Bank Bribery Act prohibits any Person or agent of the Company or any subsidiary bank from offering or receiving anything of value where the item of value is offered with the intent of influencing the Person, agent or attorney or a business transaction. This law is broad and carries civil and criminal penalties, including fines and/or imprisonment. As a matter of corporate policy, Persons or agents of any other company controlled directly or indirectly by the Company are subject to these prohibitions. Gifts or awards given in recognition of a Person's service or accomplishment in civic, charitable, educational, or religious organizations are not prohibited by this Code.

Except as provided above under Section 2.C Gifts and Entertainment, we are prohibited from soliciting or receiving anything of value in any amount in connection with the business of the Company, including but not limited to money, goods, or services. This prohibition applies whether such was obtained as a gratuity/gift or as a “quid pro quo” exchange (something received or given as a reward for preferential action or service rendered by us). Additionally, this prohibition includes receiving compensation of any kind from any source for rendering services of a type that are performed or offered by the Company. We may not do indirectly what we are prohibited from doing directly; for example, arrange to have a prohibited gift made to a member of our Immediate Family. Similarly, we may not give gifts, meals, or entertainment (including a quid pro quo exchange) which are intended to influence, or that might give the appearance of influencing, another Person or a business contact in a business decision. Any action by us perceived to compromise another's judgment is prohibited.

Example: We may not solicit any sort of personal compensation in return for making a loan to a customer.

Example: A Director who is in a position, whether directly or indirectly, to sell goods or services to the Company may not give gifts to the department responsible for making such purchasing decisions.

2. Insider Trading or Tipping

The Board of Directors of the Company has approved a policy to prevent insider trading (the "Policy"). The Policy also details, among other things, the Company's Preclearance Policy and the Compliance Program for Insider Transaction Reporting.

E. Conducting Financial Transactions for Yourself or Involving Those in a Close Personal Relationship

We are prohibited from making bank loans to companies in which we have a substantial interest as an owner, director, officer, or partner, or to companies in which a member of our Immediate Family has such an interest, or to a member of our Immediate Family. Such loans must be directed to another loan officer. When that is not possible, the application may be taken, but must be approved by another loan officer.

The Company from time to time may purchase or lease real or personal property or goods or services from us, a member of our Immediate Family, or from business entities in which we or in which a member of our Immediate Family is an officer, director and/or controlling stockholder.

It is the policy of the Company that any transaction involving insiders must be conducted at arm's length and that any consideration paid or received by the Company in connection with such a transaction shall be on terms no less favorable than terms available to an unaffiliated third party under the same or similar circumstances. The Company's banking subsidiaries may not purchase an asset from, or sell an asset to, an Executive Officer or Director or any Related Interest (as such terms are defined in Regulation O) of such person, unless the transaction is on market terms and, if the transaction represents more than 10% of the capital stock and surplus of such bank, the transaction has been approved in advance by a majority of the disinterested members of the Board of Directors of such bank.

F. Executorships, Agencies and Powers of Attorney

1. Fiduciary
A fiduciary is the Company or Person undertaking to act (alone or jointly with others) for the benefit of another as a trustee, executor, executrix, personal representative, administrator or guardian of estates, assignee or receiver, or in any other similar capacity. Certain subsidiaries of the Company routinely exercise fiduciary powers.

2. The Company and Employees acting as Co-fiduciaries
The Company acting as a fiduciary shall not permit a co-fiduciary relationship to exist between itself and us in the administration of any account, except where we are acting as a fiduciary on behalf of an Immediate Family Member. In such instances, we must obtain approval from the applicable subsidiary's Board of Directors prior to acting as a co-fiduciary.

Example: With the prior approval of the subsidiary's Board of Directors, we and the subsidiary may act as co-fiduciaries of the estate of our deceased parent, but we and the subsidiary may not act as co-fiduciaries if an Immediate Family relationship does not exist.

3. Self-Dealing
No property held by any subsidiary acting as a fiduciary shall be sold or transferred, by loan or otherwise to itself, to another subsidiary, to the Company, to any Director, Employee, any member of their Immediate Family or to any organization in which there exists a fiduciary interest. The only exceptions to this policy shall be where: (a) the trust instrument specifically authorizes such a transaction; (b) where the subsidiary has been advised by its legal counsel to authorize such a sale; or (c) where such a transaction is required by applicable law.

4. Fiduciary Relationships Not Involving The Company
Any of us functioning in any trust department of any subsidiary bank may not be executor, executrix, trustee, or have any fiduciary responsibility with respect to any accounts unless there is an Immediate Family relationship. Approval for any exceptions to this policy must first be obtained through the Approval/Clarification Process.

Example: With the prior approval of the subsidiary's Board of Directors, an Employee working in the trust department of the subsidiary may act as the executor of a customer's estate only if the customer was an Immediate Family member of the Employee.

5. Legacies and Gifts
Persons may not accept a legacy or gift from a customer of the Company under a will or trust instrument unless there is an Immediate Family relationship. Any exceptions to this policy must be approved by means of the Approval/Clarification Process.

Example: An Employee may accept a legacy from a parent who was a customer. If the deceased customer was not an Immediate Family member, approval for the Employee to accept the legacy must be obtained.

I. Disclosing Interest and Abstaining from Participation

We must disclose to our direct supervisor when we know of any ownership or beneficial interest which we or members of our Immediate Families have with customers or suppliers of the Company if we have responsibility for the account relationship. We and our Immediate Families are prohibited from investing in securities of customers or suppliers if we hold or share any responsibility for the account relationship, unless the securities are listed on an exchange and the purchase or sale is based upon information available to the general public, or unless approval is obtained by means of the Approval/Clarification Process. In those instances where a personal investment in a given customer has been approved, we must avoid participation in any Company decisions concerning that customer.

Example: An Employee who is the account officer for or deals with the loan account of ABC Company (a customer) may not invest personally in ABC Company without receiving prior approval through the Approval/Clarification Process.

J. Directorships and Outside Business Interests

Persons should be aware of the various statutes and regulations either prohibiting or restricting dual service by them in the following areas:

1. Service as a director, officer or employee of any other unaffiliated commercial bank, banking association, trust company, savings bank, savings and loan association, or credit union;
2. Service in an organization primarily engaged in the issuance, underwriting, public sale or distribution of stocks, bonds or other securities;
3. Service as an officer or director of a public utility or a registered public utility holding company or subsidiary; or
4. Service as a director, officer, partner, employee, appointee or representative of any obligor of securities for which the Company subsidiary with which he or she is affiliated is the indenture (corporate) trustee.

Any such service must be reported and approved in advance by means of the Approval/Clarification Process.

K. Political Contributions and Charitable Activity

No funds or assets of the Company are to be used to make any unlawful political contribution. For purposes of this section, the term "political contribution" shall be deemed to include not only the direct or indirect delivery of cash or property of the Company to a political party, candidate, committee or organization but also includes: (a) the reimbursement by the Company to us or any other person, for a political contribution made or to be made by us or other person; or (b) the provision of services or the use of property or the making of a loan, to a political party, candidate, committee or organization by the Company, except in the ordinary course of Company business and on customary commercial terms. Purchases of tickets to political dinners or other similar events or of advertisements in political publications are considered to be political contributions and are not reimbursable.

We shall not be under any obligation of any kind to the Company or to any other Person, to utilize any of our compensation to make political contributions and neither we nor any other person acting on the Company's behalf, shall seek to create or enforce any such obligation.

Nothing contained in this section is intended to discourage us from active personal involvement in the political process, including the making of personal political contributions, or to otherwise limit our rights and obligations as responsible citizens. Notwithstanding the foregoing, the Code (i) requires that before we seek or accept a nomination or appointment to any public office, whether paid or unpaid, we must obtain the Company's approval via the Approval/Clarification Process and (ii) prohibits political campaigning, wearing and/or displaying political campaign slogans, distributing political literature, and/or soliciting campaign funds at or in the work place.

All information concerning our customers, prospective customers, parent, vendors or agents, or their accounts or transactions with the Company, including but not limited to their financial, business and credit information, and all non-public information regarding the Company's business, finances, systems, procedures and intellectual property, is considered “Confidential or Proprietary Information.” We must safeguard all such Confidential or Proprietary Information in accordance with applicable law, the Company's Privacy and Safeguarding Customer Information Policies, as amended from time to time, and any applicable confidentiality/non-disclosure agreement or arrangement that Persons may have with the Company. We must use and disclose such Confidential or Proprietary Information solely as necessary for purposes of conducting the Company's business, and not use, disclose, sell, give or exchange any such Confidential or Proprietary Information to benefit ourselves or any party other than the Company.

As a wholly-owned subsidiary of TDBG, interactions that the Company may have with the media in its local markets could have an inadvertent impact on TDBG. The Company has adopted a Media Policy which governs interactions with the media involving non-material information as a supplement to the TDBG Disclosure Policy. As a general rule, we should refrain from conducting interviews with the media, publishing articles in various publications, or presenting at industry conferences without first obtaining authorization from the Corporate and Public Affairs office.

A. Our Responsibilities

The Company conducts itself and its business dealings so as to comply with all applicable laws and regulations. Where the requirements of such laws and regulations are unclear, the advice of the Legal Department must be sought to secure interpretation and to ensure compliance.

Our Role

• Understand the Company's internal policies and procedures and the legal and regulatory framework within which the Company operates.
• Read and be familiar with conduct rules outlined in this Code and periodically review them. We are encouraged to reread the Code on a regular basis to refresh our recollections of its content.
• Comply with the conduct standards outlined in this Code in all dealings and actions, including those with clients, the public, vendors and co-workers.
• Seek guidance, approval and/or clarifications of any questionable issue in accordance with the Code.
• Report in a timely manner any conduct that may constitute a violation of the Code or be illegal or unethical.
• Cooperate with management during fact-finding investigations and comply with any confidentiality rules imposed.

Additional Roles of Management

• Establish, communicate and promote compliance with business conduct standards, both personally and within your organization/department.
• Provide employees with information about standards, policies, procedures and rules, including giving employees access to applicable handbooks and manuals.
• Address any behavior that indicates an employee may not understand or may not be complying with the Code, company policies, or laws, rules and regulations.
• Answer employee questions about business conduct and seek advice from senior management or the Legal Department.
• Ensure that conduct that may be in violation of Company policies, including the Code, or illegal or unethical, is reported on a timely basis in accordance with the Code.

Role of Directors

• Review the Code annually and recommend any changes.
• Ensure that management establishes procedures for implementing the Code.
• Ensure that management carries out the operations of the Company in accordance with laws, rules and regulations and Company policies, including the Code.
• Review any reports by management regarding issues raised in accordance with the Code.

B. Reporting Violations

We must report conduct that we believe is or may be in violation of Company policies, including the Code. Reports should be made promptly to the Company's Ethics Officer, General Counsel, or Chief Auditor. The Company's Ethics Officer or Chief Auditor will determine the appropriate course of action to take, including conducting any investigation of the matter and recommending appropriate discipline. Depending on the circumstances, the Company's Ethics Officer, General Counsel or Chief Auditor may make further reports as appropriate to senior management, directors or the Audit Committee of the Board of Directors of the Company. If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable law.

The Company's Employee Complaint Procedures for Accounting and Auditing Matters, which are attached hereto as Exhibit A, describe specific procedures which have been adopted by the Audit Committee of the Board of Directors for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. We may utilize these procedures to submit an unresolved good faith concern regarding questionable accounting, internal auditing controls or auditing matters. All submissions will be treated in a confidential, and if requested, anonymous manner, subject to applicable law.

It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate with internal investigations of misconduct.

Failure to report violations of the Code or illegal or unethical behavior can itself be considered a violation of the Code and subject to disciplinary action.

C. Other Requirements

If we question whether an activity is in compliance with the Code, we should seek a clarification of that activity. Before undertaking a questionable activity that might be in contravention of the Code, we should seek approval, as set forth below, before undertaking the activity.

We must first seek review by our manager, who will consult with the appropriate Regional Ethics officer and/or the Ethics Officer of the Company as necessary, of any action that is or could be perceived to be a conflict of interest. The reviewer in instances involving the Chief Executive Officer of the Company shall be the Company's Audit Committee, which may consult the Ethics Officer of the Company. The reviewer in instances involving non-employee Directors shall be the Chairman of the Board in conjunction with the Ethics Officer of the Company. In the event we are not comfortable consulting with our manager for any reason, we may contact the Regional Ethics Officer or the Ethics Officer of the Company directly. Determinations rendered under the Approval/Clarification Process will be based upon whether the questionable course of action poses a threat to the integrity of the Company. All such requests for approval or clarification as well as the reviewers' responses must be in writing and shall be forwarded to and retained by the Human Resources Department of the Company. Attached as Exhibit B is a current list of the Regional Ethics Officers and a form to aid us in accessing the Approval/Clarification Process.

D. Waivers

Any waiver of the Code for executive officers, senior financial officers or directors may be made only by the Board or a Board committee (authorized to do so by the Board) and will be promptly disclosed publicly to the extent required by law.